ARTICLE I – The Club
Section 1: Name of the Corporation
The name of this nonprofit corporation is the “Woodland Swimming Club.”
Section 2: Existence and Purpose of the Club
- As set forth in the articles of incorporation, the club will exist perpetually.
- The purpose of-the Club is to manage and operate a swimming pool, with associated recreational facilities, for the private and exclusive use of its members and qualified guests.
Section 3: Offices of the Club
The principal office of the Club will be located at the Club pool on Woodland Road, Edgeworth, P A, 15143. The Club may establish another principal office or have other offices as the Board of Directors (“Board”) may require from time to time. However, purchase or rental of any office requires a majority vote of the Members present and voting at a membership meeting.
ARTICLE 2 – Members and Membership
Section 1: Definition of a Member
- A Member unit (“Member”) is a family or single unit that has fulfilled all membership requirements as set forth in Sections 3 and 4 of this Article 2.
- If the Member unit contains more than one adult head of household, they will be considered co-owners of the single membership. In the case of a household dissolution, priority will be given by the Club to accepting both parties as individual Member units in the next year.
- The Member unit will determine and provide the Club in writing a single name and address for all official Club business.
- The Board will, by majority vote, resolve all questions of Member unit eligibility and ownership.
Section 2: Number of Members
The Club will be authorized to have a maximum of one hundred fifty (150) Members. However, the Board will be authorized to limit membership to a lesser number.
Section 3: Application for Membership
- All applications for membership must be sponsored by a current pool Member. The request for membership in the Club must be submitted in writing and include the name of the sponsoring Member.
- The requests for membership will be considered on the basis of vacancies in the authorized number of Club memberships, and will be offered to applicants based on the date the requests were received. The Board will make final determination when required.
- The membership form will be of such a form as the Board will from time to time prescribe.
Section 4: Membership and Membership Resignation
- An applicant becomes a Member upon receipt of the completed application with a $200.00 non-refundable initiation fee and fulfillment of all other financial obligations of membership for the current year.
- All Members who joined prior to January 1996 and have remained active Members through 1995 will be reimbursed their $100.00 fee in keeping with the rules at the time of their joining. They must, however, comply with the resignation rules as set forth below.
- Members who wish to resign must signify their intent to do so in writing to either the pool Secretary or Treasurer on or before May 1st of the year they wish to resign.
- The failure of a Member to pay the current year’s dues by May 1st will be considered by the Club as an intent to resign in the current year and the membership will be suspended and made available for other applicants. Such suspended memberships will not be included in the total memberships authorized by the membership and the Board.
- Failure to pay the current year’s dues by May 1st will be considered the same as a letter of resignation. The membership will cease on that date and the Member forfeits any financial or membership claims against the Club including any refundable fees.
- A list of all current Members and their standing will be prepared by the Board and signed by three Members of the Board, and will be available to the Members by June 1st of each year. This list will constitute the owners of membership for any and all Club business, and will be made available to interested parties as deemed appropriate by the President, Treasurer or Board.
- The Board will, by majority vote, resolve all questions of Member unit resignations.
Section 5: Suspension of a Member
- After an appropriate hearing, the Board by a majority vote may suspend any Member that is in default of the payment of dues, assessments, and/or other charges. In this case of suspension, the Member will remain suspended until all such fees are paid if the Board had made appropriate arrangements for payment. If more than two months pass in this status, the Member will be considered for expulsion.
- For any other reason than financial, the Board by affirmative vote of two-thirds (2/3), may suspend a Member for cause after an appropriate hearing. In this case of suspension, the member can either be suspended for a specific time period or until specific criteria is reached.
- A suspended Member is classified as a Member; but cannot use any of the Club facilities or participate in any of the Club sponsored activities.
Section 6: Expulsion of a Member
- The Board by an affirmative vote of two-thirds (2/3) may expel a Member for cause after an appropriate hearing.
- An expelled Member is classified as a non-Member.
- An expelled Member will have the same rights and limitations for resignation of their membership as herein before provided.
Section 7: Rights and Obligations of Members
- Subject to the rules of the Club, all Members and their guests will have the right to use the recreational facilities provided by the Club.
- A Member will donate a minimum of six (6) hours of time during the fiscal year for maintenance and upgrade. Non-donation of the time will result in a charge to the Member, not to exceed $75.00, that will automatically be collected with the annual dues and refunded by the Treasurer by the end of the pool season if the Member actually does work the scheduled time.
ARTICLE 3 – Dues, Charges, and Assessments
Section 1: Dues, Charges, and Assessments
- Each renewing Member will pay annual dues on or before the first day of May in the amount set by the Board.
- (Each Member) will pay on or before the first day of May in the amount set by the Board. Charges for services contracted for by the Member; charges for
non-performance of donated time for facility maintenance and upgrade; and/or assessments that the Board has found necessary to make.
- New Members will pay dues, charges, and assessments as determined by the Board.
Section 2: Refunds
- The Board will determine if dues and/or assessments can be prorated in cases of late membership or early vacancies.
- The Board will determine refund policy according to each individual case brought forth.
ARTICLE 4 – Meetings
Section 1: Annual Membership Meetings
An annual membership meeting will be held at or near the end of the pool season each year. Date, time and place will be determined by the Board and posted on the pool bulletin board by the Secretary at least three (3) weeks before the date of the meeting or the end of the pool season.
Section 2: Special Membership Meetings
- Special meetings of the Members shall be called by the President at such times as deemed necessary, or upon a written request to the President signed by one-third (1/3) of the Members of the Board; or upon a written request given to the President signed by twenty percent (20%) of the Members of the Club. At least two (2) weeks notice will be given of said meeting.
- The notice to Members for special membership meetings will state the purpose or purposes for which the meeting is called. The agenda of the special meeting will be strictly limited to the subject for which the meeting is called.
Section 3: Board Meetings
The Board will meet at least four (4) times a year at such times and places as it shall be determined from time to time. However, the Board will have an annual organization meeting immediately after the annual membership meeting. A notice of Board meetings will be placed on the pool bulletin board at least one week before the meeting when the pool is open. All regularly scheduled Board meetings are open to Members to attend: However, the Members will have no right to speak or vote at such meetings.
Section 4: Special Board Meetings
Special meetings of the Board will be called by the President at such times as deemed necessary, or upon written request to the President signed by one-third (1/3) of the Board. Special meetings of the Board do not need to be announced’ nor do they need to be open to the general Members.
Section 5: Quorum
- A duly called general membership meeting will not conduct business unless a quorum is present, either in person or by proxy.
- A quorum for a general membership meeting will consist of25 current voting Members.
Section 6: Voting
- Any family Member 18 years of age or older, may cast the one (1) vote for that (family unit) Member.
- Each Member (family unit) will decide on a designated person for voting.
Section 7: Proxies
- At any general membership meeting a Member entitled to vote may vote by proxy in writing by the Member or by his/her duly authorized attorney-in-fact. No proxy will be valid after the meeting for which it was intended, unless otherwise provided in the proxy.
- No proxies are authorized for Board meetings.
Section 8: Voting by Mail
If the annual membership meeting cannot be held and Board Members need to be elected by Members; such election may be conducted by mail in such a manner as the Board shall determine.
Section 9: Rules of Order
Roberts Rules of Order will govern all meetings of the Board as well as the general membership. A deviation from the Rules of Order shall not invalidate any action required by law to be taken at a meeting of the Members. .
ARTICLE 5 – Board Members
Section 1: General Powers and Membership Review
- The affairs of the Club will be directed and managed by the Board.
- All decisions of the Board may be appealed at a properly called meeting of the general membership of the Club.
Section 2: Qualifications and Election
- A Board Member must be a current valid Member.
- All elected Members of the Board shall normally be elected by the Members at the annual membership meeting.
- Nominations for Board membership may be made by a nominating committee appointed by the Board and additional nominations may be made from the floor of the meeting.
Section 3: Number and Tenure
- The number of Board Members shall not be less than three (3) nor more than nine (9). A new election must be held when the Board drops below fifty (50%) elected Members.
- Membership elected Board Members will serve a term of two (2) years.
- Board appointed Board Members will serve until the next annual meeting.
- Board members may serve multiple terms.
Section 4: Quorum
A majority of the active Members of the Board will constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of Board Members are present at said meeting, a majority of the Board Members present may adjourn the meeting from time to time without further notice.
Section 5: Vacancies
Any vacancy occurring on the Board, after the annual meeting, will be filled by action of the Board.
Section 6: Compensation
- Board Members shall be compensated for their services with 24 guest passes per season; may be reimbursed for any necessary expenses, by resolution of the Board; shall automatically be reimbursed for any expenses required by statute or law.
- The Treasurer will be compensated for one (1) full year of service with a family membership for one (1) season.
Section 7: Removal and Suspension
- A Board Member may be removed for cause by a two-thirds (2/3) vote at a properly called general membership meeting. The intent to remove must be advertised in the call for the meeting.
- A Board Member under Member suspension is also suspended from the Board.
- A Board Member under Member expulsion is also expelled from the Board.
ARTICLE 6 – Officers
Section 1: Officers of the Corporation
- The officers of the corporation will be a President, one or more Vice Presidents (the number to be determined by the Board), a Secretary, and a Treasurer.
- Any two or more offices may be held by the same person except the offices of President and Secretary.
Section 2: Election and Term of Office
- The officers of the corporation will be elected annually by the Board from their number at the first Board meeting after the annual membership meeting.
- Each officer will hold office until the successor is either elected or appointed.
- Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment; the best interests of the corporation would be served.
Section 3: Vacancies
A vacancy in any office may be filled by the Board for the unexpired portion of the term.
Section 4: President
- The President shall be the principal executive officer of the corporation, and shall supervise and control all of the business and affairs of the corporation.
- The President will preside at all meetings of the Members and of the Board.
- The President may sign, with the secretary or, any other proper officer of the corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has been authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board by these By-Laws or by statute to some other officer or agent of the corporation; And in general will perform all duties incident to the office of president and such other duties as may be prescribed by the Board from time to time.
- The President will appoint from time to time such committees as needed, and shall be an ex-officio of such committees and all committees shall function under the President’s direction and supervision.
Section 5: Vice-President
- At the written request of the President or the direction of the Board, the Vice-President (or in the case of more than one, the first elected) will perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
- Any Vice-President will perform such other duties as from time to time may be assigned by the President or by the Board.
Section 6: Treasurer
- If required by the Board, the Treasurer will give a bond (premium to be paid by the Corporation) for the faithful discharge of his or her duties.
- The Treasurer will have charges and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned be the President or by the Board.
- The Treasurer will be responsible for the development of a yearly Club budget that will be approved by the Board and sent to all Members with the annual renewal materials.
- For the protection of the Treasurer, a committee appointed by the President, or an agent hired by the Board will audit the Club books on an annual basis at the end of the fiscal year.
Section 7: Secretary
The Secretary will keep the minutes of the meetings of the Members and of the Board in one or more books provided for that purpose; see to it that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records; keep a register of the post office address and each designated Member unit.